With the exception of lung cancer in women, the incidence of cutaneous melanoma (CM) is increasing faster than any other cancer. Current estimates are that one of every 75 individuals in the US will contract CM during his or her lifetime. The various stages of melanoma have been well described, however, to devise improved treatments allowing patients to lead longer and more productive lives, a better understanding of progression of CM is needed. The purpose of this proposal is to produce highly differentiated, tissue culture models of the various stages of CM progression. During Phase I, cell lines from the various disease states of CM will be expanded in monolayer culture and characterized. Using a serum free culture system, these cells will be incorporated into an organotypic, full thickness skin model to produce tissue reconstructs which parallel the various stages of CM in vivo. The tissues will be characterized in terms of morphology, tumor progression, and adhesion receptors. Finally, reproducibility of the tissue models will be investigated.